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2021 (1) TMI 576 - Tri - Companies LawApproval of scheme of amalgamation - seeking directions for convening, holding and conducting of the meeting of the Equity Shareholders and dispensing with conducting of the meeting of Unsecured Creditors - Section 230-232 of The Companies Act, 2013 read with The Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 - HELD THAT - This Bench directs, in accordance to Section 230(5) of the Companies Act, 2013, the Applicant Companies shall individually serve the notices of this Petition to the following Authorities, namely (a) Central Government through Regional Director (Northern region), Ministry of Corporate Affairs, (b) Registrar of Companies, NCT of Delhi Haryana, Ministry of Corporate Affairs, (c) Official Liquidator, Delhi (d) The Income Tax Department, and (e) Such other Sectoral Regulatory Authorities, which govern working of the Companies involved in the Scheme; at least 40 days before the date fixed for hearing of this Petition. The Applicant Companies are directed to place the notice on their website, if any, and also place the same on the Notice board of the registered office of Companies. The Applicant Companies are also directed to send private notices to the authorities by way of speed post and file the proof of service along with the paper publication by way of an affidavit before the next date of hearing - The authorities are directed to make objection/ representations, if any, within 30 days from the date of receipt of the Notice. In the event that no objections or representations are made within the stipulated timeframe, it shall be presumed that they do not have any objections and the SCHEME will be considered by this Tribunal subject to other conditions as may be applicable under the Companies Act, 2013 and relevant rules framed thereunder being satisfied. Application disposed off.
Issues:
1. Directions for convening, holding, and conducting meetings of Equity Shareholders and dispensing with the meeting of Unsecured Creditors under Sections 230-232 of The Companies Act, 2013. 2. Disposal of applications from three Applicant Companies regarding the above-mentioned directions and dispensation of meetings for Secured and Unsecured Creditors. Analysis: 1. Aamir Exim Private Limited: - The Applicant Company has 2 Equity Shareholders, and the meeting is scheduled with specific procedures for notice publication and quorum requirements. - No Secured Creditors are involved, and a certificate confirming this has been submitted. - There are 5 Unsecured Creditors, but consent from 97.29% of them allows for dispensing with their meeting under Section 230(9) of the Companies Act, 2013. 2. Axis Cottex Private Limited: - This Applicant Company has 6 Equity Shareholders, with a similar meeting setup as the first case. - No Secured Creditors are present, as confirmed by a certificate from an independent Chartered Accountant. - Only 1 Unsecured Creditor exists, and their consent, constituting 100% value, permits dispensing with their meeting under Section 230(9) of the Companies Act, 2013. 3. Rajgarhia Leasing and Financial Services Private Limited: - This Applicant Company also has 6 Equity Shareholders, with a meeting scheduled similarly to the other cases. - No Secured Creditors are involved, as indicated by a certificate from an independent Chartered Accountant. - 5 Unsecured Creditors are part of this case, with consent from 4 of them, constituting over 99.26% value, allowing for dispensing with their meeting under Section 230(9) of the Companies Act, 2013. 4. General Directions: - Voting on the proposed Scheme will be conducted through various means as per the Companies Act, 2013, with no proxy voting allowed. - Notices of the Petition must be served to specific Authorities at least 40 days before the hearing date, as per Section 230(5) of the Companies Act, 2013. - The Applicant Companies must publish notices on their website, notice board, and serve private notices to authorities. - Authorities have 30 days to raise objections; otherwise, the Scheme will proceed. - The Company Petition must be presented within 7 days of filing all Chairman's Reports. This detailed analysis covers the issues addressed in the judgment, focusing on the specific requirements and procedures followed by each Applicant Company and the general directions given for the disposal of the applications.
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